Selection of Valuation Expert Clause Samples

Selection of Valuation Expert. At the request of Travelzoo delivered not more than 30 days prior to the contemplated delivery of a Notice of Exercise, Travelzoo and Azzurro shall consult in good faith to select a qualified expert (the “Valuation Expert”) to conduct a valuation of the Option Assets and related liabilities, or of the Option Shares, as applicable, with the objective of selecting the Valuation Expert prior to the date of the contemplated delivery of the Notice of Exercise, and selecting a Valuation Expert who is prepared to complete the valuation within a period of 14 calendar days after delivery by Azzurro to Travelzoo and the Valuation Expert of financial results for the Azzurro Companies, including details regarding the financial performance of the Business, for the quarter ended June 30th of that year, or, in the case of an exercise referred to in Section 5.1(l), within 14 days after delivery of the most recent financial information available. If the parties are unable to reach agreement on the selection of the Valuation Expert within 10 calendar days following such request from Travelzoo, Travelzoo will not unreasonably withhold consent to the appointment of a qualified Valuation Expert designated by Azzurro.